Common use of Structure of the Acquisition Clause in Contracts

Structure of the Acquisition. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Atkins and the Scheme Shareholders, under Part 26 of the Companies Act. The purpose of the Scheme is to provide for SNC-Lavalin Bidco to become the owner of the entire issued and to be issued share capital of Atkins. Under the Scheme, the Acquisition will be achieved by the transfer of the Scheme Shares by the Scheme Shareholders to SNC-Lavalin Bidco in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The procedure involves, among other things, an application by Atkins to the Court to sanction the Scheme. The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 31 July 2017 (or such later date as SNC-Lavalin and Atkins may, with the consent of the Panel, agree and, if required, the Court may approve): • a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those Scheme Shareholders; • the resolution(s) necessary to implement the Scheme is/are passed by the requisite majority of Atkins Shareholders at the General Meeting (which will require the approval of Atkins Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy); • following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by SNC-Lavalin and Atkins); and • following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effective: (i) it will be binding on all Atkins Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Atkins Shares will cease to be valid and entitlements to Atkins Shares held within the CREST system will be cancelled. Any Atkins Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Atkins Shares issued after the Scheme Record Time (other than to SNC-Lavalin or SNC-Lavalin Bidco and/or their nominees) to be automatically transferred to SNC-Lavalin Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than SNC-Lavalin or SNC-Lavalin Bidco and their nominees) holding shares in the capital of Atkins after the Effective Date. If the Scheme does not become Effective on or before 31 July 2017 (or such later date as SNC- Lavalin and Atkins may, with the consent of the Panel, agree and, if required, the Court may approve), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Atkins Shareholders. It is expected that the Scheme Document, together with the Forms of Proxy, will be published as soon as practicable and in any event, within 28 days of this Announcement (unless the Panel agrees otherwise). Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in the third quarter of 2017. An expected timetable of events will be included in the Scheme Document.

Structure of the Acquisition. It is intended that the Acquisition will be implemented by way means of a Court-sanctioned scheme of arrangement between Atkins and the Scheme Shareholders, of CityFibre under Part 26 of the Companies Act. The Scheme is an arrangement between CityFibre and the Scheme Shareholders. The procedure involves, among other things, an application by CityFibre to the Court to sanction the Scheme. The purpose of the Scheme is to provide for SNC-Lavalin Bidco to become the owner of the entire issued and to be issued share capital of Atkins. Under CityFibre on the SchemeEffective Date, the Acquisition will be achieved by the transfer of the Scheme Shares by the Scheme Shareholders to SNC-Lavalin Bidco in consideration for which the Scheme Shareholders will receive cash on the basis described set out in paragraph 2 above. The procedure involves, among other things, an application by Atkins to the Court to sanction the Scheme. The Acquisition is subject to the Conditions and certain further terms referred to set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 31 July 2017 (the Longstop Date or such later date as SNC-Lavalin Bidco and Atkins may, with the consent of the Panel, agree and, if required, the Court may approve): • CityFibre agree:  a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Scheme Court Meeting, either in person or by proxy, representing 75 per cent. or more 75% in value of each class of the Scheme Shares held by those Scheme Shareholders; •  the resolution(s) necessary to implement the Scheme is/are Resolution is passed (by the requisite majority of Atkins CityFibre Shareholders required to pass such Resolution) at the General Meeting (which will require is expected to be held immediately after the approval of Atkins Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy)Scheme Court Meeting; •  following the Scheme Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by SNC-Lavalin Bidco and AtkinsCityFibre); and • following such sanction, an office  a copy of the Scheme Court Order is delivered to the Registrar of CompaniesCompanies of England and Wales. The Acquisition is subject to the receipt of anti-trust clearances from the relevant authorities in China (MOFCOM) and the European Union (or the lapsing of the relevant waiting periods), each such clearance being on terms that are reasonably satisfactory to Bidco, WSIP and Antin. Upon the Scheme becoming Effective: , (i) it will be binding on all Atkins CityFibre Shareholders, irrespective of whether or not they attended or voted at the Scheme Court Meeting or and/or the General Meeting (and and, if they attended and voted, whether or not they voted in favourfavour of the Scheme at the Scheme Court Meeting or in favour of or against the Resolution at the General Meeting); and (ii) share certificates in respect of Atkins CityFibre Shares will cease to be valid of value and should be destroyed and entitlements to Atkins CityFibre Shares held within the CREST system will be cancelled. Any Atkins CityFibre Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) Resolution to be proposed at the General Meeting will, amongst other matters, provide that the CityFibre’s Articles be amended to incorporate provisions requiring any Atkins CityFibre Shares issued after the Scheme Record Time (other than to SNC-Lavalin or SNC-Lavalin Bidco and/or their its nominees) to be automatically transferred to SNC-Lavalin Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the CityFibre’s Articles (as amended) will avoid any person (other than SNC-Lavalin or SNC-Lavalin Bidco and their and/or its nominees) holding shares in the capital of Atkins CityFibre after the Effective Date. If the Scheme does not become Effective on or before 31 July 2017 the Longstop Date (or such later date as SNC- Lavalin Bidco and Atkins CityFibre may, with the consent of the Panel, agree and, if required, the Court may approveagree), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, together with notices of the Scheme Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Atkins CityFibre Shareholders. It is expected that the The Scheme Document, Document together with the notice of the Scheme Court Meeting and the General Meeting and the Forms of Proxy, Proxy will be published as soon as practicable despatched to CityFibre Shareholders and, for information only, to persons with information rights and in any eventto holders of options and awards granted under the CityFibre Share Plans on or around 11 May 2018, within 28 days of this Announcement (unless Bidco and CityFibre otherwise agree, and the Takeover Panel agrees otherwise)consents to, a later date. Subject, amongst among other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in at the third quarter of 2017. An expected timetable of events will be included in the Scheme Documentlatest by 31 October 2018 (or such later date (if any) as Bidco and CityFibre may agree).

Structure of the Acquisition. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Atkins EIG and the Scheme Shareholders, under Part 26 of the Companies Act. The purpose of the Scheme is to provide for SNC-Lavalin Bidco to become the owner of the entire issued issued, and to be issued issued, share capital of AtkinsEIG. Under the Scheme, the Acquisition will be achieved by the transfer of the Scheme Shares by the Scheme Shareholders to SNC-Lavalin Bidco in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The procedure involves, among other things, an application by Atkins EIG to the Court to sanction the Scheme. The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 31 July 2017 11.59 p.m. on the Long-stop Date (or such later date as SNC-Lavalin Bidco and Atkins EIG may, with the consent of the Panel, agree and, if required, the Court may approve): •  a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those Scheme Shareholders; •  the resolution(s) necessary to implement the Scheme is/are passed by the requisite majority of Atkins EIG Shareholders at the General Meeting (which will require the approval of Atkins EIG Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy); •  following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by SNC-Lavalin Bidco and AtkinsEIG); and •  following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Once the necessary approvals from the Scheme Shareholders and the EIG Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become effective upon delivery of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective: (i) it will be binding on all Atkins Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Atkins EIG Shares will cease to be valid and entitlements to Atkins EIG Shares held within the CREST system will be cancelled. Any Atkins EIG Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Atkins EIG Shares issued after the Scheme Record Time (other than to SNC-Lavalin or SNC-Lavalin Bidco and/or their nominees) to be automatically transferred to SNC-Lavalin Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than SNC-Lavalin or SNC-Lavalin Bidco and their its nominees) holding shares in the capital of Atkins EIG after the Effective Date. If the Scheme does not become Effective on or before 31 July 2017 11.59 p.m. on the Long-stop Date (or such later date as SNC- Lavalin EIG and Atkins Bidco may, with the consent of the Panel, agree and, if required, the Court may approve), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, Acquisition and will specify the necessary actions to be taken by Atkins EIG Shareholders. It is expected that the Scheme Document, together with the Forms of Proxy, will be published as soon as practicable and in any event, within 28 days of this Announcement (unless the Panel agrees otherwise). Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in the third first quarter of 2017. An expected timetable of events will be included in the Scheme Document2020.

Structure of the Acquisition. It is intended that the Acquisition will be implemented effected by way means of a Court-sanctioned scheme of arrangement between Atkins and the Scheme Shareholders, under Part 26 of the Companies 2006 Act. The Scheme is an arrangement between Logica and the Scheme Shareholders and is subject to the approval of the Court. The purpose of the Scheme is to provide for SNC-Lavalin Bidco CGI Europe to become the owner holder of the entire issued and to be issued ordinary share capital of AtkinsLogica. Under the Scheme, the Acquisition will This is to be achieved by the transfer cancellation of the Scheme Shares held by the Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Logica (which is equal, in nominal value, to SNC-Lavalin Bidco in consideration for the number of Scheme Shares cancelled) and issuing them to CGI Europe, as a result of which the Scheme Shareholders will receive cash consideration on the basis described set out in paragraph 2 aboveof this announcement. The procedure involves, among other things, an application by Atkins to Scheme requires the approval of Scheme Shareholders at the Court to sanction the SchemeMeeting. The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 31 July 2017 (or such later date as SNC-Lavalin and Atkins may, with the consent of the Panel, agree and, if required, the Court may approve): • a resolution to approve the Scheme is passed at the Court Meeting must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting), either in person or by proxy, representing not less than 75 per cent. or more in value of each class of the Scheme Shares held by those such Scheme Shareholders; • the resolution(s) necessary to implement . Implementation of the Scheme is/are passed will also require the passing of the resolutions to approve certain matters relating to the Scheme and the Capital Reduction (requiring approval by the requisite majority of Atkins Shareholders majorities at the General Meeting (Meeting, which will require the approval of Atkins Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy); • following be held immediately after the Court Meeting Meeting). Once the necessary approvals from Logica Shareholders have been obtained and General Meetingthe other Conditions have been satisfied or (where applicable) waived, the Scheme is sanctioned must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and the Statement of Capital as approved by the Court (without modification, or with modification on terms agreed by SNC-Lavalin and Atkins); and • following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effectiveeffective: (i) • it will be binding on all Atkins Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) • share certificates in respect of Atkins Logica Shares will cease to be valid and entitlements to Atkins Logica Shares held within the CREST system will be cancelled. Any Atkins Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Atkins Shares issued after the Scheme Record Time (other than to SNC-Lavalin or SNC-Lavalin Bidco and/or their nominees) to be automatically transferred to SNC-Lavalin Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than SNC-Lavalin or SNC-Lavalin Bidco and their nominees) holding shares in the capital of Atkins after the Effective Date. If the Scheme does not become Effective on or before 31 July 2017 (or such later date as SNC- Lavalin and Atkins may, with the consent of the Panel, agree and, if required, the Court may approve), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full Further details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected including an indicative timetable for the Acquisition, and will specify the necessary actions to be taken by Atkins Shareholders. It is expected that set out in the Scheme Document, together which is expected to be despatched to Logica Shareholders and, for information only, to persons with information rights and to holders of options granted under the Forms of ProxyLogica Share Schemes, will be published as soon as practicable and and, in any event, within 28 days of the date of this Announcement (unless announcement. CGI Europe reserves the right, subject to Panel agrees otherwise). Subject, amongst other thingsconsent, to elect to implement the satisfaction or waiver Acquisition by way of the Conditions, it is expected that the Scheme will become Effective a Takeover Offer on terms more fully described in the third quarter of 2017. An expected timetable of events will be included in the Scheme Documentparagraph 19 below.

Structure of the Acquisition. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Atkins Aggreko and the Scheme Shareholders, under Part 26 of the Companies Act. The purpose of the Scheme is to provide for SNC-Lavalin Bidco to become the owner of the entire issued issued, and to be issued issued, ordinary share capital of AtkinsAggreko. Under the Scheme, the Acquisition will be achieved by the transfer of the Scheme Shares by the Scheme Shareholders to SNC-Lavalin Bidco in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The procedure involves, among other things, an application a petition by Atkins Aggreko to the Court to sanction the Scheme. The Acquisition is subject to the Conditions and certain further terms referred to in Appendix Schedule 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 31 July 2017 the Long Stop Date (or such later date as SNC-Lavalin Bidco and Atkins Aggreko may, with the consent of the Panel, agree and, if required, the Court may approve): •  a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those Scheme ShareholdersShareholders (or the relevant class or classes thereof); •  the resolution(sResolution(s) necessary to implement the Scheme is/are passed by the requisite majority of Atkins Aggreko Shareholders at the General Meeting (which will require the approval of Atkins Aggreko Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy); •  following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by SNC-Lavalin Bidco and AtkinsAggreko); and •  following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming Effective: (i) it will be binding on all Atkins Aggreko Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Atkins Aggreko Shares will cease to be valid and entitlements to Atkins Aggreko Shares held within the CREST system will be cancelled. Any Atkins Aggreko Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(sResolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Atkins Aggreko Shares issued after the Scheme Record Time (other than to SNC-Lavalin or SNC-Lavalin Bidco and/or their its nominees) to be automatically transferred to SNC-Lavalin Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than SNC-Lavalin or SNC-Lavalin Bidco and their its nominees) holding shares in the capital of Atkins Aggreko Shares after the Effective Date. If the Scheme does not become Effective on or before 31 July 2017 (or such later date as SNC- Lavalin and Atkins may, with the consent of the Panel, agree and, if required, the Court may approve)Long Stop Date, it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents). The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Atkins Aggreko Shareholders. It is expected that the Scheme Document, together with the Forms of Proxy, will be published as soon as practicable and in any event, within 28 days of this Announcement (unless the Panel agrees otherwise). Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in the third quarter summer of 20172021. An expected timetable of events will be included in the Scheme Document.